AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an
entity (“you”) and CatalistX (“we,” “us” or “our”), concerning your access to and use of the website
as well as any other media form, media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood,
and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE,
THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE
IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly
incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these
Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of
these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to
periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have
been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site
after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or
country where such distribution or use would be contrary to law or regulation or which would subject us to any registration
requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other
locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local
laws are applicable.

The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they
reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or
guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of
Use prior to you using the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software,
website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the
trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and
are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws ofthe United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the
Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of
the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose
whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to
download or print a copy of any portion of the Content to which you have properly gained access solely for your personal,
non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current,
and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as
necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not under the
age of 13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental
permission to use the Site; (6) you will not access the Site through automated or non-human means, whether through a
bot, script, or otherwise; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of the Site
will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or
terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all
use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

PROHIBITED ACTIVITES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may
not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection,
compilation, database, or directory without written permission from us.

Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by
electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means
or under false pretenses.

Use a buying agent or purchasing agent to make purchases on the Site.

Use the Site to advertise or offer to sell goods and services.

Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent
or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content
contained therein.

Engage in unauthorized framing of or linking to the Site.

Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such
as user passwords.

Make improper use of our support services or submit false reports of abuse or misconduct.

Engage in any automated use of the system, such as using scripts to send comments or messages, or using any
data mining, robots, or similar data gathering and extraction tools.

Interfere with, disrupt, or create an undue burden on the Site or the networks or services
connected to the Site.

Attempt to impersonate another user or person or use the username of another user.

Sell or otherwise transfer your profile.

Use any information obtained from the Site in order to harass, abuse, or harm another person.

Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any
revenue-generating endeavor or commercial enterprise.

Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up
a part of the Site.

Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of
the Site.

Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the
Site to you.

Delete the copyright or other proprietary rights notice from any Content.

Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or
other code.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material,
including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with
any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the
use, features, functions, operation, or maintenance of the Site.

Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active
information collection or transmission mechanism, including without limitation, clear graphics interchange formats
(“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or
“passive collection mechanisms” or “pcms”).

Except as may be the result of standard search engine or Internet browser usage, use, launch, develop,
or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline
reader that accesses the Site, or using or launching any unauthorized script or other software.

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

Use the Site in a manner inconsistent with any applicable laws or regulations.

USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other
functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish,
distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio,
photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").
Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions
you transmit may be treated as non-confidential and non-proprietary. When you create or make available any
Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or
copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the
copyright, patent, trademark, trade secret, or moral rights of any third party.

You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions
to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner
contemplated by the Site and these Terms of Use.

You have the written consent, release, and/or permission of each and every identifiable individual person in
your Contributions to use the name or likeness of each and every such identifiable individual person to enable
inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten
physical harm against another.

Your Contributions do not violate any applicable law, regulation, or rule.

Your Contributions do not violate the privacy or publicity rights of any third party.

Your Contributions do not contain any material that solicits personal information from anyone under the age of
18 or exploits people under the age of 18 in a sexual or violent manner.

Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended
to protect the health or well-being of minors.

Your Contributions do not include any offensive comments that are connected to race, national origin, gender,
sexual preference, or physical handicap.

Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of
Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things,
termination or suspension of your rights to use the Site.

INVESTOR USAGE

Any use of this site for the purpose of investment must be made only by legally authorized investors. The use of this site
for investment purposes unauthorized individuals will result in termination or suspension of your rights to use the Site.

Charges: Investment deals made, discovered or initiated through the CatalistX platform will incur a fee of 10% of the total
investment made by the investor(s).

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your
account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant
that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable,
royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast,
retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part),
and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial,
advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and
grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through
any media channels.

Logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you
warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any
intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any
statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible
for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain
from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-
categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any
Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited
right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access
and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile
application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble,
attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement,
enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in
connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any
notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue
generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the
application available over a network or other environment permitting access or use by multiple devices or users at the
same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with
or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send
any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual
property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices
for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each
an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-
transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as
applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we
are responsible for providing any maintenance and support services with respect to the mobile application as specified in
the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required
under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any
maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile
application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor,
in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the
maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with
respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject
to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country
and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with
applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then
you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you
acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile
application license contained in these Terms of Use, and that each App Distributor will have the right (and will be
deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in
these Terms of Use against you as a third-party beneficiary thereof.

SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service
providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information
through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and
conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose
your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by
you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating
us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-
Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make
available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the
“Social Network Content”) so that it is available on and through the Site via your account, including without limitation any
friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you
are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose
and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that
you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a
Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated
by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You
will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any
time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED
WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-
PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but
not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You
acknowledge and agree that we may access your email address book associated with a Third-Party Account and your
contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those
contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-
Party Account by contacting us using the contact information below or through your account settings (if applicable). We
will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except
the username and profile picture that become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding
the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own
exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of
these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are
original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against
us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles,
photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content
or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party
Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are
not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available
through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices,
or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or
permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any
Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You
should review the applicable terms and policies, including privacy and data gathering practices, of any website to which
you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make
through Third-Party Websites will be through other websites and from other companies, and we take no responsibility
whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree
and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us
harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless
from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content
or any contact with Third-Party Websites.

ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar
advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any
advertisements you place on the Site and any services provided on the Site or products sold through those
advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place
advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.
We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take
appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including
without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation,
refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your
Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the
Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper
functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: Privacy Policy. By using the Site, you agree to
be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in
the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or
other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United
States, then through your continued use of the Site, you are transferring your data to the United States, and you
expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly
accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the
U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has
provided personal information to us without the requisite and verifiable parental consent, we will delete that information
from the Site as quickly as is reasonably practical.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site
infringes upon any copyright you own or control, please immediately notify us using the contact information provided
below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed
in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make
material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site
infringes your copyright, you should consider first contacting an attorney.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER
PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION
FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE
OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE
SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,
WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account
under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the
third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action,
including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right
to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for
any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or
need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to
change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to
you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be
construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection
therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of
California applicable to agreements made and to be entirely performed within the the State of California, without regard to
its conflict of law principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a
"Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the
“Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below)
informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written
notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly
excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT
THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration
shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association
("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer
Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator
compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer
Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The
arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will
make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator
must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise
required by the applicable AAA rules or applicable law, the arbitration will take place in USA County, CA. Except as
otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or
to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in
the state and federal courts located in Alameda County, CA, and the Parties hereby consent to, and waive all defenses of
lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal
courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform
Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1)
years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect
to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree
to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent
permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any
Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority
for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations
and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual
property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or
unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then
neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies,
or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE
AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE
THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT
OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY
(1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR
PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE
SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL
PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR
CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE
LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE
AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR
ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY
HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH
THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITIATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM
YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY
CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO
THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO
ANY CAUSE OF ACTION ARISING OR $1,000.00 USD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY
HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective
officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use
of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these
Terms of Use; ( 5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6)
any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you
are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon
becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as
well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that
we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action
against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to
receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications
we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in
writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER
RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS
INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under
any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature
or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other
than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112,
Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the
entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of
these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest
extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If
any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that
provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship
created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will
not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have
based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms
of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please
contact us at: